What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-28 · 78 added, 69 removed, 248 unchanged (37% of the section changed)

4 unchanged sentences

Based on this evaluation, our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.

Changes in internal control

We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.

In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes and systems that may improve controls and increase efficiency, with the goal of establishing and maintaining an effective internal control environment.

Changes may include such activities as implementing new, more efficient systems, consolidating the activities of business units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of duties and increasing monitoring controls.

In July and December 2024, we acquired 100% of the equity interests of Block Mining and E4A Solutions, respectively.

The Company has not yet completed an assessment of the design and/or operating effectiveness of Block Mining or E4A Solutions’ internal control over financial reporting.

As part of our ongoing integration activities, we are incorporating our controls and procedures into these recently acquired businesses.

Other than those changes made in connection with the acquisitions of Block Mining and E4A Solutions, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are currently in the process of integrating the Block Mining and E4A Solutions operations, control processes, and information systems into our systems and control environment and expect to include them in the scope of design and operation of our internal control over financial reporting for the year ending December 31, 2025.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

Management’s report on internal control over financial reporting

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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

Our management excluded from its assessment of the effectiveness of our internal control over financial reporting the internal controls of Block Mining and E4A Solutions, which we acquired in July and December of 2024, respectively, and whose financial statements represent, on a combined basis, 5.8% of our consolidated total assets and 0.6% of our consolidated total revenue as of and for our fiscal year ended December 31, 2024.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

1 unchanged sentence

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management utilized the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to assess the effectiveness of our internal control over financial reporting as of December 31, 2024.

Management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), utilized the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to assess the effectiveness of our internal control over financial reporting as of December 31, 2025.

Based on our management’s assessment and those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

2 unchanged sentences

Controls and Procedures under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”.

Changes in internal control

We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Riot Platforms, Inc.

(the “Company”) and subsidiaries as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have audited the internal control over financial reporting of Riot Platforms, Inc and subsidiaries (the "Company") ⁠ as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.

As described in Management’s report on internal control over financial reporting, management excluded from its assessment the internal control over financial reporting at Block Mining, Inc.

and E4A Solutions, LLC, which were acquired on July 23, 2024 and December 16, 2024, respectively, and whose financial statements constitute 5.8% of the consolidated total assets and 0.6% of the consolidated total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Block Mining, Inc.

and E4A Solutions, LLC.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 , of the Company and our report dated March 2, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Houston, Texas

February 27, 2025

March 2, 2026

OTHER INFORMATION

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K , except as follows:

On December 13, 2024 , Ryan Werner , Chief Accounting Officer of the Company, entered into a 10b5-1 Plan providing for the potential sale of up to 101,484 shares of our common stock so long as the market price of our common stock is higher than certain minimum threshold prices between the first potential sale date of July 7, 2025 and the scheduled expiration date of the 10b5-1 Plan of December 6, 2025 .

On October 31, 2025 , Jason Les , the Company’s Chief Executive Officer , terminated a 10b5-1 Plan established September 10, 2024, in accordance with the terms of the plan.

On December 2, 2025 , Ryan Werner , the Company’s Chief Accounting Officer , adopted a 10b5-1 Plan providing for the potential sale of up to 469,434 shares of the Company’s common stock, subject to sales occurring only when the market price of our common stock is greater than certain minimum threshold prices during the period beginning on the first potential sale date of March 3, 2026 and ending on the scheduled expiration date of the 10b5-1 Plan on February 16, 2027 .

On December 6, 2025 , Mr.

Werner terminated a 10b5-1 Plan established December 13, 2024, in accordance with the terms of the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

12 unchanged sentences

The information required by this Part III, Item 10 with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the discussion under the heading “Delinquent Section 16(a) Reports” in our 2026 Proxy Statement.

e) Code of Ethics:

a) Code of Ethics:

All of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other senior accounting and financial officers, are required to abide by our Code of Ethics and Business Conduct.

Our Code of Ethics and Business Conduct is filed as an exhibit to this Annual Report and is posted on our website at https://www.riotplatforms.com/investors/corporate-governance/governance-documents.

We also intend to disclose on our website at https://www.riotplatforms.com/investors/corporate-governance/governance-documents any amendment to, or waiver from, our Code of Ethics and Business Conduct that is required to be disclosed to stockholders, within four business days following such amendment or waiver.

Our Code of Ethics and Business Conduct is filed as an exhibit to this Annual Report and is posted on our website at https://www.riotplatforms.com/overview/governance/governance-documents/.

We also intend to disclose on our website at https://www.riotplatforms.com/overview/governance/governance-documents/ any amendment to, or waiver from, our Code of Ethics and Business Conduct that is required to be disclosed to stockholders, within four business days following such amendment or waiver.

The information required by this Part III, Item 10 with respect to codes of ethics is incorporated herein by reference to the discussion under the heading “Corporate Governance—Corporate Governance Guidelines, Code of Ethics and Business Conduct, and Committee Charters” in our 2026 Proxy Statement.

f) Policy for Nominees:

b) Policy for Nominees:

The information required by this Part III, Item 10 with respect to the procedures by which stockholders may recommend nominees to our Board is incorporated herein by reference to the discussion under the heading “General Information—When are stockholder proposals due for next year’s annual general meeting?” in our 2026 Proxy Statement.

No material changes to those procedures have occurred since the disclosure regarding those procedures in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

g) Insider Trading Policy:

c) Insider Trading Policy:

We have adopted an Insider Trading Policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers, employees, and other covered persons and is designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us.

3 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as set forth below regarding securities authorized under our equity compensation plans, the information required to be disclosed by this Part III, Item 12 is incorporated herein by reference to the discussion in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our 2025 Proxy Statement.

Except as set forth below regarding securities authorized under our equity compensation plans, the information required to be disclosed under this Part III, Item 12 is incorporated herein by reference to the discussion in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our 2026 Proxy Statement.

Securities authorized for issuance under equity compensation plans

In October 2019, the Company’s stockholders approved the 2019 Equity Incentive Plan.

The 2019 Equity Incentive Plan authorized the granting of stock-based compensation awards to directors, employees, and consultants in the form of time-based and performance based restricted stock awards, restricted stock unit awards, or stock options that settled in shares of the Company’s common stock upon vesting.

The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, employees, and consultants in the form of time-based and performance-based restricted stock awards, restricted stock unit awards, and stock options settling in shares of the Company’s common stock upon vesting.

There were 3.6 million shares of common stock initially reserved for issuance under the 2019 Equity Incentive Plan.

58 unchanged sentences

Exhibit 4.2 (included within Exhibit 4.1) of the Current Report on Form 8-K filed December 11, 2024.

Form of Senior Secured Convertible Promissory Note dated as of January 28, 2019 .

Exhibit 4.1 of the Current Report on Form 8-K filed February 1, 2019.

Form of Common Stock Purchase Warrant Agreement, dated as of January 28, 2019 .

Exhibit 4.2 of the Current Report on Form 8-K filed February 1, 2019.

Form of Registration Rights Agreement, dated as of January 28, 2019.

Exhibit 10.03 of the Current Report on Form 8-K filed February 1, 2019.

Form of Escrow Deposit Agreement.

Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018.

Shareholder Agreement, dated as of May 26, 2021, by and between Riot Blockchain, Inc.

and Northern Data AG.

Exhibit 10.1 of the Current Report on Form 8-K filed May 26, 2021.

Description of Securities

Exhibit 4.20 of the Annual Report on Form 10-K filed February 23, 2024.

2019 Equity Incentive Plan.

16 unchanged sentences

Exhibit 4.7 of the Registration Statement on Form S-8 filed November 15, 2021.

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan.

Exhibit 10.1 of the Current Report on Form 8-K filed August 16, 2021.

Form of Service-Based Restricted Stock Award Agreement.

Exhibit 10.1 of the Current Report on Form 8-K filed October 3, 2022.

Form of Performance-Based Restricted Stock Award Agreement.

Exhibit 10.2 of the Current Report on Form 8-K filed October 3, 2022.

Form of Riot Platforms, Inc.

1 unchanged sentence

Exhibit 10.1 of the Current Report on Form 8-K filed July 19, 2023.

Form of Senior Secured Convertible Promissory Note dated as of January 28, 2019 .

Exhibit 4.1 of the Current Report on Form 8-K filed February 1, 2019.

Form of Common Stock Purchase Warrant Agreement, dated as of January 28, 2019 .

Exhibit 4.2 of the Current Report on Form 8-K filed February 1, 2019.

Form of Registration Rights Agreement, dated as of January 28, 2019.

Exhibit 10.03 of the Current Report on Form 8-K filed February 1, 2019.

Form of Escrow Deposit Agreement.

Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018.

Shareholder Agreement, dated as of May 26, 2021, by and between Riot Blockchain, Inc.

and Northern Data AG.

Exhibit 10.1 of the Current Report on Form 8-K filed May 26, 2021.

Description of Securities .

Exhibit 4.20 of the Annual Report on Form 10-K filed February 23, 2024.

Executive Employment Agreement, by and between Riot Blockchain, Inc.

and Jason Les, dated as of February 8, 2021.

Exhibit 10.1 of the Current Report on Form 8-K filed February 10, 2021.

Executive Employment Agreement, by and between Riot Blockchain, Inc.

and Benjamin Yi, dated as of May 24, 2021.

Exhibit 10.1 of the Current Report on Form 8-K filed May 24, 2021.

Form of Executive Employment Agreement.

Exhibit 10.3 of the Current Report on Form 8-K filed October 3, 2022.

Form of Riot Platforms, Inc.

Long-Term Incentive Program Performance Award Agreement.

Exhibit 10.1 of the Current Report on Form 8-K filed January 2, 2026.

Form of Riot Platforms, Inc.

Long-Term Incentive Program Service Award Agreement.

Exhibit 10.2 of the Current Report on Form 8-K filed January 2, 2026.

Form of Riot Platforms, Inc.

Long-Term Incentive Program Performance Award Agreement (Units).

Exhibit 10.3 of the Current Report on Form 8-K filed January 2, 2026.

Form of Riot Platforms, Inc.

Long-Term Incentive Program Service Award Agreement (Units).

Exhibit 10.4 of the Current Report on Form 8-K filed January 2, 2026.

Form of Amended and Restated Executive Employment Agreement .

Exhibit 10.1 of the Current Report on Form 8-K filed November 26, 2024.

Amended and Restated Executive Employment Agreement, by and between the Company and Jason Chung, dated as of January 1, 2026.

Filed herewith.

Amended and Restated Executive Employment Agreement, by and between the Company and William Jackman, dated as of January 1, 2026.

Filed herewith.

Amended and Restated Executive Employment Agreement, by and between the Company and Jason Les, dated as of January 1, 2026.

Filed herewith.

Amended and Restated Executive Employment Agreement, by and between the Company and Benjamin Yi, dated as of January 1, 2026.

Filed herewith.

Amended and Restated Professional Services Agreement, by and between the Company and Clear Capital Management Corporation, dated as of January 1, 2026.

Filed herewith.

Indemnification Agreement of Riot Platforms, Inc .

20 unchanged sentences

Exhibit 1.2 of the Form S-3ASR August 9, 2024 .

Sales Agreement, dated as of December 30, 2025, by and among Riot Platforms, Inc.

and the Sales Agents.

Exhibit 1.1 of the Current Report on Form 8-K filed December 31, 2025.

NYDIG Digital Asset Custodial Agreement, dated as of November 1, 2023, between NYDIG Trust Company LLC and Riot Platforms, Inc .

5 unchanged sentences

Exhibit 1 of the Schedule 13D/A filed September 23, 2024 .

Credit Agreement, dated April 22, 2025, between Riot Platforms, Inc.

and Coinbase Credit, Inc.

Exhibit 10.1 of the Current Report on Form 8-K filed April 25, 2025.

Purchase and Sale Agreement, dated April 28, 2025, by and among Whinstone and Rhodium Encore LLC and its affiliates.

Exhibit 10.1 of the Current Report on Form 8-K filed May 1, 2025.

Amended and Restated Credit Agreement, dated May 19, 2025, between Riot Platforms, Inc.

and Coinbase Credit, Inc.

Exhibit 10.1 of the Current Report on Form 8-K filed May 23, 2025.

Riot Platforms, Inc.

7 unchanged sentences

Filed herewith.

Consent of Marcum LLP.

Filed herewith.

Consent of Deloitte & Touche LLP.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 27, 2025

March 2, 2026

RIOT PLATFORMS, INC.

2 unchanged sentences

(Principal Executive Officer)

/s/ Colin Yee

/s/ Jason Chung

Chief Financial Officer

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Les and Colin Yee, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Les and Colin Yee, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Jason Les

February 27, 2025

March 2, 2026

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Colin Yee

February 27, 2025

/s/ Jason Chung

March 2, 2026

Chief Financial Officer

1 unchanged sentence

/s/ Ryan Werner

February 27, 2025

March 2, 2026

Chief Accounting Officer

1 unchanged sentence

/s/ Benjamin Yi

February 27, 2025

March 2, 2026

Director & Executive Chairman

/s/ Lance D’Ambrosio

February 27, 2025

March 2, 2026

Lance D’Ambrosio

/s/ Jaime Leverton

February 27, 2025

March 2, 2026

Jaime Leverton

/s/ Douglas Mouton

February 27, 2025

March 2, 2026

Douglas Mouton

/s/ Michael Turner

February 27, 2025

March 2, 2026

Michael Turner

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures